A Nonprofit Corporation

Adopted: September 24, 1952

Amended: March 14, 1967, June 16, 1969, December 13, 1988, December 13, 1989, September 1994, January 23, 2001, May 2002, and April 26, 2011, January 29, 2013, December 17, 2013


For the most certain preservation and security of the principles of our faith, and to the end that this body may be governed in an orderly manner consistent with the accepted tenets of the Christian faith, seek to fulfill the whole gospel message through Biblical worship practice, and for the purpose of preserving the liberties inherent in each individual member of this church and freedom of action of this body with respect to it’s relation to other churches, the governance of this church is vested in the leadership. It is subject to the control of no other ecclesiastical body, but recognizes and sustains the wisdom of mutual counsel and cooperation which are found among Missionary Baptist churches. We do hereby declare and establish this Constitution of the First Baptist Church of South Orange.


    Section 1. Nomenclature (classification)
    This Body shall be known as the First Baptist Church of South Orange. (the _church_ or the _Nonprofit Corporation_as an exempt organization within the state of New Jersey).
    Section 2. Purpose.
    It is the purpose of this church to promote the cause of Jesus Christ; to advance the Kingdom of God through worship, Christian missions, education and fellowship; to promote Christian enterprises consistent with New Testament teachings; to reach the unsaved and the un-churched; and, to encourage the development of all of its members in Christian living and growing toward Spiritual maturity and righteously impacting on society.
    Section 3. Legal Requirement.
    This Church is a nonprofit corporation in accordance with the laws of the State of New Jersey, governing religious bodies. The handling of the properties of this Church shall be in accordance with such laws.


    We are guided, as we believe, by the Holy Spirit, and relying on the blessings of God, we do here and now, by this act, constitute ourselves a church of Jesus Christ to perform His service and to be governed by His will, as revealed in the New Testament, and, to this end, we do hereby adopt and agree to the following Covenant and Articles of Faith.
    Section 1. Church Covenant
    Having been led, as we believe, by the Spirit of God, to receive the Lord Jesus Christ as our Savior, and on the profession of our faith, having been baptized in the name of the Father, and of the Son, and of the Holy Spirit, we do now in the presence of God, angels and this assembly, most solemnly and joyfully enter into a covenant with one another, as one Body in Christ.
    We engage, therefore, by the aid of the Holy Spirit, to walk together in Christian love, to strive for the advancement of this church in knowledge, holiness, and comfort; to promote it’s prosperity and spirituality; to sustain its worship, ordinances, discipline and doctrine; to contribute cheerfully and regularly to the support of the ministry, the expenses of the church, the relief of the poor, and the spread of the gospel through all nations.
    We also engage to maintain family and secret devotions; to religiously educate our children; to seek the salvation of our kindred and acquaintances; to walk circumspectly in the world; to be just in our dealings, faithful in our engagements, and exemplary in our deportment; to avoid all tattling, backbiting, and excessive anger; to abstain from the sale and use of intoxicating and behavior altering substances for recreation purposes; and to be zealous in our efforts to advance the Kingdom of our Savior.
    We further engage to watch over one another in brotherly love; to remember each other in
    prayer; to aid each other in sickness and distress; to cultivate Christian sympathy in feeling and courtesy in speech; to be slow to take offense but always ready for reconciliation, and, mindful of the rules of our Savior, to secure it without delay.
    We moreover engage that, when we remove from this place, we will, as soon as possible, unite with some other Church where we can carry out the spirit of this covenant and the principles of God’s Word.
    And now unto Him, Who brought again from the dead, our Lord Jesus Christ, be power and glory forever, Amen.

    Section 2. Articles of Faith
    The Articles of Faith are common to many Christian churches and are 23 in number. The Articles listed herein are essential Christian doctrine, and their acceptances are critical to
    faithful participation in the ministry of this church.
    1. THE SCRIPTURES – We believe the Holy Bible was written by men divinely inspired, and is a perfect treasure of heavenly instruction.
    2. THE TRUE GOD – We believe that there is only one true God. He is revealed to us as Father, Son, and Holy Spirit, each with distinct personal attributes, but without division of nature.
    3. THE FALL OF MAN – We believe that man was created by God in a state of holiness, but through the temptation of Satan, he transgressed the command of God by free choice and fell from his original state.
    4. THE WAY OF SALVATION – We believe that salvation involves the redemption of the whole man and is offered to all through the Son of God, the Lord Jesus Christ. Salvation includes regeneration, sanctification, and glorification.
    5. JUSTIFICATION – We believe that justification is God’s gracious and full acquittal upon principles of righteousness of all sinners who believe in Christ.
    6. THE FREENESS OF SALVATION – We believe that the blessings of salvation are made free to all.
    7. REGENERATION – We believe that regeneration or the new birth, is a change of heart wrought by the Holy Spirit.
    8. REPENTANCE AND FAITH – We believe that repentance and faith are sacred duties, wrought in our souls by the Spirit of God.
    9. SANCTIFICATION – We believe that sanctification is the process by which we are made partakers of His holiness; that it is a progressive work; that it is begun in regeneration; and that it is carried on in the hearts of believers by the presence and power of the Holy Spirit.
    10. THE PERSEVERANCE OF SAINTS – We believe that such only are real believers as endure to the end. They are kept by the power of God through faith unto salvation.
    11. BAPTISM AND THE LORD’S SUPPER -We believe that Christian baptism is the immersion in water of a believer. The Lord’s Supper is the commemoration of the death of the Lord Jesus, preceded by solemn self-examination.
    12. THE RESURRECTION – We believe that Scriptures clearly teach that Jesus Christ rose from the dead. He now exists in His glorified body, seated at God=s right hand. There will be a resurrection of the righteous and the wicked. The bodies of the righteous will conform to the glorious body of Jesus Christ.
    13. THE GOSPEL CHURCH – We believe that a visible church of Christ is a congregation of baptized believers associated by covenant in the faith and fellowship of the gospel. We observe the ordinances of Christ are governed by His word and exercise our gifts.
    1. Total Prosperity – We believe in total prosperity according to Scripture.
    2. John 3:3, 11: II Cor. 5:17-21; Romans 10:9-10
    3. II Tim. 1:7; Romans 12:2; Isaiah 26:3.
    4. Isaiah 53:4, 5: Matt. 8:17; I Peter 2:24.
    5. III John 1:2; Malachi 3:10-11; Luke 6:38; II Cor. 9:6-10; Deut. 28:1-14
    6. Proverbs 3:4

    Section 3. Worship and Christian Conduct
    We believe the ordinances of the Bible gives us directions and commands to live by and therefore is the middle voice subject to the Word of God in accordance to Romans 12:1-2.

    A. Sunday Services
    The church shall meet every Lord’s Day (Sunday) for the purpose of worshipping Almighty God, teaching and studying God’s Word.
    B. Mid-Week Services
    One night of each week the church shall be opened for Prayer and Praise Service and Bible Study.
    C. The Lords Supper
    The ordinance of the Lord’s Supper shall be observed by the church on the first Sunday morning of each month. Only those professing Christ as Lord and Savior, and have been baptized according to the Holy Commandment given in the 28th Chapter of Matthew, shall be entitled to partake in The Lords Supper.
    D. Baptism
    The Ordinance of Baptism shall be administered as a general rule on the fourth Sunday morning of each month, but this rule may be changed whenever the Pastor and the Board of Deacons deem the same to be advisable.
    E. Christian Life; Scriptural Conduct
    • Personal Ethics. “All things are lawful unto me, but all things are not expedient: all things are lawful for me, but I will not be brought under the power of any.” (I Cor. 6:12). “All the ways of a man are clean in his own eyes; but the LORD weight the spirits…” (Proverbs 16:2). “And we beseech you, brethren, to know them which labor among you, and are over you in the Lord, and admonish you” (I Thessalonians 5:12).
    • Obedience to Law. “Obey the government, for God is the one who has put it there. There is no government anywhere that God has not placed in power. So those who refuse to obey the laws of the land are refusing to obey God, and punishment will follow” (Romans 13:1-2). “Let every soul be subject unto the higher powers. For there is no power but of God: the powers that be are ordained of God. Whosoever therefore resisteth the power, resisteth the ordinance of God: and they that resist shall receive to themselves damnation (Romans 13:1-2). “Obey the laws, then, for two reasons: first, to keep from being punished, and second, just because you know you should. Pay your taxes too, for these same are two reasons. For government workers need to be paid so that they can keep on doing God’s work, serving you. Pay everyone whatever he ought to have; pay your taxes and import duties gladly, obey those over you, and give honor and respect to all those to whom it is due. Pay all your debts except the debt of love for others – never finish paying that! For if you love them, you will be obeying all of God’s laws, fulfilling all his requirements. Another reason for right living in this: you know how late it is; time is running out. Wake up, for the coming of the Lord is nearer now than when we first believed” (Romans 13:58, 11). “Wherefore ye must needs be subject, not only for wrath, but also for conscience sake. For this cause pay ye tribute also: for they are God’s ministers, attending continually upon this very thing. Render therefore to all their dues: tribute to whom tribute is due; custom to whom custom; fear to whom fear; honor to whom honor. Owe no man anything, but to love one another: for he that loveth another hath fulfilled the law. And that, knowing the time, that now it is high time to awake out of sleep: for now is our salvation nearer than when we believed. (Romans 13:5-8, 11).
    • Family; Household. “Honor thy father and thy mother: that thy days may be long upon the land which the LORD thy God giveth thee…” (Exodus 20:1). “For if a man know not how to rule his own house, how shall he take care of the church of God?” (I Timothy 3:5) Even so must their wives be grave, not slanderers, sober, faithful in all things (I Timothy 3:11). If any be blameless, the husband of one wife, having faithful children not accused of riot or unruly. For a bishop must be blameless, as the steward of God; not self willed, not soon angry, not given to wine, no striker, not given to filthy lucre; (Titus 1:6-7). “That the aged men be sober, grave, temperate, sound in faith, in charity, in patience. The aged women likewise, that they be in behavior as becometh holiness, not false accusers, not given to much wine, teachers of good things; that they may teach the young women to be sober, to love their husbands, to love their children…” (Titus 2:2-4). “Wives, submit yourselves unto your own husbands, as unto the Lord. For the husband is the head of the wife, even as Christ is the head of the church: and he is the savior of the body. Therefore as the church is subject unto Christ, so let the wives be to their own husbands in everything. Husbands, love your wives, even as Christ also loved the church, and gave himself for it; That he might sanctify and cleanse it with the washing of water by the word, That he might present it to himself a glorious church, not having spot, or wrinkle, or any such thing; but that it should be holy and without blemish. So ought men to love their wives as their own bodies. He that loveth his wife loveth himself. For no man ever yet hated his own flesh; but nourisheth and cherisheth it, even as the Lord the church: For we are members of his body, of his flesh, and of his bones. For this cause shall a man leave his father and mother, and shall be joined unto his wife, and they two shall be one flesh. Nevertheless let every one of you in particular so love his wife even as himself; and the wife see that she reverence her husband. And, ye fathers, provoke not your children to wrath: but bring them up in the nurture and admonition of the Lord (Ephesians 5:22-31, 33 – 6:4).
    • Control. “While they promise them liberty, they themselves are the servants of corruption: for of whom a man is overcome, of the same is he brought in bondage” (II Peter 2:19). “Let every one of us please his neighbor for his good to edification.”3”: For even Christ pleased not himself; but, as it is written, the reproaches of them that reproached thee fell on me” (Romans 15:2-3).
    • Adultery; Immorality. “Having eyes full of adultery, and that cannot cease from sin; beguiling unstable souls: an heart they have exercised with covetous practices; cursed children” (II Peter 2:14). ”Ye have heard that it was said by them of old time, Thou shalt not commit adultery: But I say unto you, that whosoever looketh on a woman to lust after her hath committed adultery with her already in his heart (Matthew 5:27-28). “Know ye not that the unrighteous shall not inherit the kingdom of God? Be not deceived: neither fornicators, nor idolaters, nor adulterers, nor effeminate, nor abusers of themselves with mankind…” (I Cor. 6:9). “But now I have written unto you not to keep company, if any man that is called a brother be a fornicator, or covetous, or an idolater, or a railer, or a drunkard, or an extortioner; with such an one no not to eat” (I Cor. 5:11).
    • Drunkenness; Drugs. “And they shall say unto the elders of his city, this our son is stubborn and rebellious, he will not obey our voice; he is a glutton, and a drunkard. And all the men of his city shall stone him with stones that he die: so shalt thou put evil away from among you; and all Israel shall hear, and fear” (Deuteronomy 21:20-21). “Envyings, murders, drunkenness, revellings, and such like: of the which I tell you before, as I have also told you in time past, that they which do such things shall not inherit the kingdom of God (Galatians 5:21). Nor thieves, nor covetous, nor drunkards, nor revilers, nor extortioners, shall inherit the kingdom of God (I Cor. 6:10). “And be not drunk with wine, wherein is excess; but be filled with the Spirit …” (Ephesians 5:18). “For the drunkard and the glutton shall come to poverty; and drowsiness shall clothe a man with rags” (Proverbs 23:21).
    • Smoking. “Know ye not that ye are the temple of God, and that the Spirit of God dwelleth in you? If any man defile the temple of God, him shall God destroy, for the temple of God is holy, which temple are ye” (I Cor. 3:16-17). “What? Know ye not that your body is the temple of the Holy Ghost which is in you, which ye have of God, and ye are not your own?” (I Cor. 6:19).
    • Homosexuality. “Thou shalt not lie with mankind, as with womankind: it is abomination (Leviticus 18:22). “For this cause God gave them up unto vile affections: for even their women did change the natural use into that which is against nature: And likewise also the men, leaving the natural use of the woman, burned in their lust one toward another; men with men working that which is unseemly, and receiving in themselves that recompense of their error which was meet. And even as they did not like to retain God in their knowledge, God gave them over to a reprobate mind, to do those things which are not convenient; Being filled with all unrighteousness, fornication, wickedness, covetousness, maliciousness; full of envy, murder, debate, deceit, malignity; whisperers” (Romans 1:26-29). “Know ye not that the unrighteous shall not inherit the kingdom of God? Be not deceived: neither fornicators, nor idolaters, nor adulterers, nor effeminate, nor abusers of themselves with mankind. Nor thieves, nor covetous, nor drunkards, nor revilers, nor extortioners, shall inherit the Kingdom of God (I Cor. 6:9-10).


    The officers of the church shall be Scriptural officers, and those officers required by law. Scriptural officers shall be the Pastor, Elders and Deacons. Officers required by law shall be the Chair (Chief Elder), Secretary and the Treasurer.


    Section 1.            Council of Elders (the “Council”)

    Definition: The Council shall comprise the senior leadership of the church, sitting as the council of governance, with the Pastor of this church being the Chief Elder (Chair) and the chair of the Deacons Ministry being the Senior Elder (Vice Chair).

    1. Qualifications: Elders shall be appointed to the Council according to qualifications in Article III Section 3, B.
    2.  Authority: The Council shall sit as a council of governance with oversight of the operation of the church, making decisions as they pertain to church matters, both spiritual and temporal, giving policy direction and governance in all aspects of the church operation. The Council of Elders shall establish an order of succession to the office of Senior Elder in the event the office of Senior Elder becomes vacant or the Senior Elder is unable to perform.
    3. Responsibilities: The Council shall act as the Board of Directors and Trustees of the church in all legal matters, and shall perform such duties as required by civil law.

    The Council shall act as the legal representative of the church, and hold title to all church property. The Council shall also act on behalf of the church in making purchases or securing loans to accomplish the business of the church.

    In counsel with the Pastor, and by such methods as the Holy Spirit may direct, and in accordance with New Testament teachings, the Council is to have oversight of the discipline of the church, guided by the principles set forth in Matt. 18:15‑17, I Cor. 5:9‑14, and I Thess. 5:12‑14.

    The Council shall give a report to the church during scheduled church meetings.

    The Senior Elder shall be the moderator of all business meetings of the church in the absence of the Pastor, unless otherwise directed.

    1. Number:   The Council of Elders shall have no less than five (5) members. The initial number shall be five (5), and may be increased, as needed, by the Council.
    2. How Obtained:See Article III; Section 3; Subsection F


    Section 2.            Pastor

    1. Definition‑ The Pastor is the shepherd of the church by appointment of God, and the free and voluntary, God led, act of the church. The Pastor is, by appointment and direction of God, set in place to rule over the congregation, providing spiritual nourishment and guidance, and Godly direction and management.
    2. Authority‑ Pastor has absolute charge of the pulpit and all services and functions held in the Church facilities, and in the name of First Baptist Church of South Orange. He may perform weddings, officiate at funerals and other services; or appoint and/or approve other ministers to do so.

    Pastor shall also chair the Council of Elders. Pastor may appoint committees, establish ministries, and appoint individuals to serve on various committees to accomplish the work of this ministry.

    1. Duties and Responsibilities‑ The Pastor is responsible for the oversight and supervision of all interests of the church, and of all it’s work, both spiritual and temporal. He shall establish requirements for leadership in the church and develop and guide the direction of the church and its ministries. The Pastor is to gain the cooperation and involvement of the members of the church to attain the objectives of the ministry. Scriptural guidance shall be the final authority.
    2. How Obtained‑ the church shall secure its Pastor by God led election, a majority of the membership present and voting is required. No individual or combination of members can appoint the Pastor, or compel the church to accept anyone who has not been chosen by vote of the church.

    A special meeting of the general membership of the church shall be set for the expressed purpose of selecting a Pastor, notice being given publicly, at least four (4) Sundays in succession before the meeting. These notices shall be given both from the pulpit and in the church news letter or bulletin. The purpose of the meeting shall be stated in the notice. The minister who receives the majority of the votes cast by those eligible and voting shall be called to the office of Pastor of the First Baptist Church of South Orange.

    1. Tenure ‑ the call shall be indefinite and effective immediately unless otherwise stated.
    2. How Terminated‑ The Pastor may terminate his services by submitting a resignation, giving ninety (90) days notice, unless otherwise agreed.

    The church may, by action of two‑thirds (2/3) majority of the qualified membership (See ARTICLE V, Section 1.), at a meeting called for that purpose, declare the pulpit vacant, provided that thirty (30) days notice has been given in writing by the Council of Elders, and that the Pastor has been notified in writing of all charges (if any) against him, and has had at least thirty (30) days in which to respond to such charges. Opportunity shall also be given for the Pastor to respond in person before the Council of Elders.

    Section 3.            Elders


    1. Definition‑ A member of the senior leadership of this church, serving on the council of governance of this church (Council of Elders), with the Pastor being the Chief Elder of the Council (Chair), and the Chair of the Deacons Ministry being the Senior Elder (Vice‑Chair).
    2. Qualifications‑ An Elder shall be a mature Christian, recognized as being in good standing with the church, as demonstrated by a full embrace of the teachings of this ministry through tithes and offerings, faithful support of the ministry and through regular participation in the teachings of the ministry.
    3. Authority‑ Elders serve as members of the Council of Elders of this                       church.
    4. Duties and Responsibilities‑ Full and faithful participation in the Council of Elders in assisting the pastor in providing leadership in the operation of this church.
    5. Tenure‑ One year term with no limit on the number of terms, at the pleasure of the Pastor and Council.
    6. How Obtained‑ The initial Council of Elders shall be named by the Pastor in consultation with the Deacons ministry and affirmed by the church. Subsequent Elders shall be named by the Chief Elder in consultation with the Council of Elders and affirmed by the church.

    When the office of Senior Elder is vacant, the position shall remain vacant until the Pastor appoints a new Chairman of the Deacons Ministry.

    1. How Terminated‑ Term may be ended by resignation, death, by recommendation of the Pastor or by recommendation and action of the Council; reasons may include being out of Christian fellowship, non‑participation, and non‑support of the ministry. Termination of any Elder must be with a two thirds (2/3) majority of the membership of the Council of Elders.
    2. Quorum – No action or decision shall be made by the Elders without a     Quorum consisting of a simple majority of the members of the Council.
    3. Actions by Elders – Any actions or decision by the Elders will be by simple majority of the members present and voting.

    Section 4.             Deacons

    1. Definition:   Deacons assist the Pastor by serving the needs of the congregation. (Acts 6:1‑3)
    2. Authority:   Deacons are servants of the church and are selected by the Council of Elders to assist the Pastor and serve the congregation. (Acts 6:1‑7)
    3. Qualifications: The qualifications for Deacon shall be as set forth in the Scriptures. (1 Tim. 3:8‑13).
    4. Duties and Responsibilities: The Deacons shall assist the Pastor in his pastoral responsibilities to ensure the spiritual well being of the church and Pastor. With the Pastor, they are to consider and formulate plans for the constant effort, and progress of the church in all things pertaining to the saving of souls, the development of Christians to maturity, and the extension and growth of the Kingdom of God.

    By proper organization and methods among themselves, Deacons are to establish and maintain fellowship relations with, and inspiring oversight of all of the members of the church. They are specially to seek to know the physical needs, and the moral and spiritual struggles of the members; to serve the whole Church in relief, encouragement, and development of all who are in need.

    Deacons shall be free to call upon any member(s) of the Church to aid in matters of reconciliation.

    1. How Obtained: Deacons shall first be recommended by the church and appointed by the Council of Elders.

    The Chair of the Deacons Ministry shall be named by the Pastor and affirmed by the church. He will provide the leadership of the Deacons in their duties as specified. The chair of the Deacons ministry shall also serve as Senior Elder. When the chair of the Deacons Ministry is vacant, the Vice Chairs shall, in order, assume all duties of the Chair except the position with the Council of Elders.

    1. Tenure: ‑ Tenure shall be indefinite.
    2. How Terminated: ‑ Deacons may resign their office, or they may be subject to removal upon action by the Pastor and the Council of Elders.

    Section 5.            Corporate Secretary-The Corporate Secretary shall be a member of the

    Council of Elders, and selected by the Council and affirmed by the church. The Corporate Secretary shall:

    1. Be responsible for the recording and maintenance of all official corporate                 minutes;
    2. Preserve on file, all communications and written official reports, and                                     give legal notice where such notice is required;
    3. Issue legal correspondence of the corporation, and
    4. Maintain the Corporate Seal.
    5. The term of office shall be one year. The incumbent may serve an indefinite number of terms.


                Section 6.            Treasurer. The Treasurer shall be recommended by the Pastor and

    elected annually by the Council of Elders. The Treasurer shall be bonded during   tenure in this office.

    1. The Treasurer shall be responsible for accounting for all monies and disbursements.
    2. The Treasurer shall serve as a member of the Finance Ministry, and maintain a close working relationship.
    3. The Treasurer’s books shall be subject to annual review, compilation or audit.
    4. The Treasurer shall give a written report to the church at each regularly scheduled church business meeting.
    5. The term of office shall be one year. The incumbent may serve an indefinite number of terms.

    Section 1.  All Committees

    1. Chair –The Chair of all committees shall be appointed by the Chief Elder and serve at the pleasure of the Chief Elder.
    2. Tenure– Appointments of non-standing members shall be for one year.         Members may be reappointed for an indefinite number of terms.
    3. Number of Members –The number of members shall be as required and as determined by the Chief Elder.
    4. How Terminated– Members serve at the pleasure of the Chief Elder.       Termination may be by resignation, death or removal by the Chief Elder.

    Section 2.  Finance Committee

    1. Definition: The Finance Committee is the manager of the fiscal matters of the church.
    2. Authority: The Finance Committee shall have general oversight of church revenue matters in consultation with, and under the direction of the Council of Elders.
    3. Duties and Responsibilities: Shall be responsible for accounting recording and reporting the revenue matters of the church, and shall deposit all monies in accounts approved by the Council of Elders.
    4. How Obtained– Members include Senior Elder, Chairman of the Budget   Committee, Treasurer as standing members. Other members as defined above.

    Section 3.  Budget Committee.

    1. Definition – The Budget Committee shall consist of members appointed by the Pastor. The Committee, in consultation with the Pastor and all ministries of the church, shall assist in the preparation of an inclusive budget.
    2. Chair– As defined above in Section 1.
    3. Tenure– As defined above in Section 1.
    4. How Obtained– As defined above in Section 1.

    Section 4.    Audit Committee. 

    1. Definition – The Audit Committee shall consist of at least three (3)members appointed annually by the Pastor. The committee shall conduct or cause to be conducted, regular reviews, compilations, or audits of the financial records of the church.
    2. Chair– As defined above in Section 1.
    3. Tenure– As defined above in Section 1.
    4. How Obtained– As defined above in Section 1.

    Section 1.    Qualifications. The membership of this church shall consist of such persons as confess Jesus Christ to be their Savior and Lord, and who:

    1. After due examination by the church as to their Christian experience,
    2. After being baptized and upon completion of all other requirements,
    3. After entering into covenant with the church, and
    4. Being faithful in all the duties essential to the Christian faith, regularly attending the services of the church, giving regularly in tithes and offerings in support of the church and its vision, being actively involved in a ministry and participating in some ministry that teaches the tenets of the faith in this church.
    5. Qualified members may be certified by the official church membership roll and the official church giving records.

    Section 2.  Duties and Responsibilities. All members should be responsive to the wishes of the Pastor, and

    1. Strive to maintain Godly conduct;
    2. Be prayerful in all things, and,
    3. Resolve any dilemma or problem according to Matthew 18:15‑17.

    Section 3.   Ministries. All Ministries are responsible to the Pastor and Elders; and shall support the vision of the church. Heads of each Ministry shall participate as a member of an Advisory Council and meet at the discretion of the Pastor.

    Section 4.    Right to Act and Vote. The right to act and vote in the transactions of the Church shall be limited to persons who meet all qualifications for membership.

    Section 5.     Termination. Termination of membership shall be subject to the following principles:

    1. Any member in good standing who desires a letter of reference is entitled to receive it upon request.
    2. Termination for any reason other than at the request of the member shall be by action of the Council of Elders after all due diligence to bring the member into restoration.

    Section 6.     Restoration.   Any person whose membership has been terminated for any offense may be restored upon action by the Council of Elders.


    Section 1.    Worship Services. The church shall meet regularly, each Sunday and other such times as may be announced.

    Section 2.     Regular Business Meetings

    1. Regular Church Business meetings shall be held twice a year, in January and July, to receive reports on the state of the church and to approve church budget.
    2. All meetings should be well planned with an agenda, and conducted in a                                     prayerful, orderly and democratic.
    3. Members with items to be considered for the meeting agenda must present them in writing, to the Pastor or Council of Elders, at least 30 days week before the meeting.

    Section 3. Special Business Meetings.

    1. Special business meetings may be called by the Chief Elder or the Senior   Elder, provided that ample notice is given in advance.
    2. The meeting notice must specify the purpose of the meeting and no other business may be transacted.
    3. Special business meetings called for the purpose of dealing with matters related to filling or vacating the pulpit must be called by the Senior Elder with approval of the Council of Elders, and require a quorum of twenty-five percent (25%) of the membership.
    4. When the meeting is concerned with calling a Pastor or declaring the pulpit vacant, the Senior Elder shall preside.

    Section 4.  Quorum. For all regular church business meetings, the moderator may declare a quorum to be the members present. All actions and decisions will be by simple majority.


    Section 1.   This Constitution may be amended by a two‑thirds (2/3) vote of the members present and voting at any business meeting or at a meeting specially called for that Purpose; the proposed amendment(s) being inserted in the call. All amendments must be laid in writing before the Church in a business meeting not less than thirty (30) days before the time of the proposed action.


    Annual Statement For Board Elders and Officers, or Members of a Committee with Board Delegated Powers

    Section I. Purpose
    1.The purpose of this Board conflict of interest policy is to protect First Baptist’s
    interests when it is contemplating entering into a transaction or arrangement
    that might benefit the private interests of an officer or director of FBCSO or
    might result in a possible excess benefit transaction.
    2.This policy is intended to supplement, but not replace, any applicable state and
    federal laws governing conflicts of interest applicable to nonprofit and
    charitable organizations.
    3.This policy is also intended to identify “independent” directors.
    Section II. Definitions
    1. Interested person. Any director, principal officer, or member of a
    • committee with governing board delegated powers, who has a direct or indirect
    • financial interest, as defined below, is an interested person.
    2. Financial interest. A person has a financial interest if the person has,
    • directly or indirectly, through business, investment, or family:
    3. An ownership or investment interest in any entity with which FBCSO has a
    • transaction or arrangement,
    4. A compensation arrangement with FBCSO or with any entity or individual
    • with which FBCSO has a transaction or arrangement, or
    5. A potential ownership or investment interest in, or compensation
    • arrangement with, any entity or individual with which FBCSO is
    • negotiating a transaction or arrangement.
    Compensation includes direct and indirect remuneration as well as gifts or
    favors that are not insubstantial. A financial interest is not necessarily a
    conflict of interest. A person who has a financial
    interest may have a conflict of interest only if the Board or Executive
    Committee decides that a conflict of interest exists, in accordance with this
    6. Independent Director. A director shall be considered “independent” for
    • the purposes of this policy. If he or she is “independent” as defined in the
    • instructions for the IRS 990 form or, until such definition is available, the
    • director:
    7. is not, and has not been for a period of at least three years, an employee
    • of FBCSO or any entity in which FBCSO has a financial interest;
    8. does not directly or indirectly have a significant business relationship
    with FBCSO, which might affect independence in decision-making;
    9. c. is not employed as an executive of another corporation where any of
    FBCSO’s executive officers or employees serve on that corporation’s
    compensation committee; and
    10. does not have an immediate family member who is an executive officer
    or employee of FBCSO or who holds a position that has a significant
    financial relationship with FBCSO.
    Section III. Procedures
    11. Duty to Disclose. In connection with any actual or possible conflict of
    • interest, an interested person must disclose the existence of the financial
    • interest and be given the opportunity to disclose all material facts to the Board
    • or Executive Committee.
    12. Recusal of Self. Any director may recluse himself or herself at any time from
    • involvement in any decision or discussion in which the director believes he or
    • she has or may have a conflict of interest, without going through the process
    • for determining whether a conflict of interest exists.
    13. Determining Whether a Conflict of Interest Exists. After disclosure of the
    • financial interest and all material facts, and after any discussion with the
    • interested person, he/she shall leave the Board or Executive Committee
    • meeting while the determination of a conflict of interest is discussed and voted
    • The remaining Board or Executive Committee members shall decide if a
    • conflict of interest exists.
    14. Procedures for Addressing the Conflict of Interest
    15. An interested person may make a presentation at the Board or Executive
    • Committee meeting, but after the presentation, he/she shall leave the meeting
    • during the discussion of, and the vote on, the transaction or arrangement
    • involving the possible conflict of interest.
    16. The Chairperson of the Board or Executive Committee shall, if appropriate,
    • appoint a disinterested person or committee to investigate alternatives to the
    • proposed transaction or arrangement.
    17. After exercising due diligence, the Board or Executive Committee shall
    • determine whether FBCSO can obtain with reasonable efforts a more 3
    • advantageous transaction or arrangement from a person or entity that would
    • not give rise to a conflict of interest.
    18. If a more advantageous transaction or arrangement is not reasonably possible
    • under circumstances not producing a conflict of interest, the Board or
    • Executive Committee shall determine by a majority vote of the disinterested
    • directors whether the transaction or arrangement is in FBCSO’s best interest,
    • for its own benefit, and whether it is fair and reasonable. In conformity with the
    • above determination, it shall make its decision as to whether to enter into the
    • transaction or arrangement.
    19. Violations of the Conflicts of Interest Policy
    20. If the Board or Executive Committee has reasonable cause to believe a
    • member has failed to disclose actual or possible conflicts of interest, it shall
    • inform the member of the basis for such belief and afford the member an
    • opportunity to explain the alleged failure to disclose.
    21. If, after hearing the member’s response and after making further investigation
    • as warranted by the circumstances, the Board or Executive Committee
    • determines the member has failed to disclose an actual or possible conflict of
    • interest, it shall take appropriate disciplinary and corrective action.

    Section IV. Records of Proceedings

    The minutes of the Board and all committees with board delegated powers
    shall contain:
    1. The names of the persons who disclosed or otherwise were found to have
    • a financial interest in connection with an actual or possible conflict of
    • interest, the nature of the financial interest, any action taken to determine
    • whether a conflict of interest was present, and the Board’s or Executive
    • Committee’s decision as to whether a conflict of interest in fact existed.
    2. The names of the persons who were present for discussions and votes
    • relating to the transaction or arrangement, the content of the discussion,
    • including any alternatives to the proposed transaction or arrangement, and
    • a record of any votes taken in connection with the proceedings.

    Section V. Compensation

    1. A voting member of the Board who receives compensation, directly or
    • indirectly, from FBCSO for services is precluded from voting on matters
    • pertaining to that member’s compensation.
    2. A voting member of any committee whose jurisdiction includes compensation
    • matters and who receives compensation, directly or indirectly, from FBCSO
    • for services is precluded from voting on matters pertaining to that member’s
    3. No voting member of the Board or any committee whose jurisdiction includes
    • compensation matters and who receives compensation, directly or indirectly,
    • from FBCSO, either individually or collectively, is prohibited from providing
    • information to any committee regarding compensation.

    Section VI. Annual Statements
    1. Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:
    1. Has received a copy of the conflict of interest policy,
    2. Has read and understands the policy,
    3. Has agreed to comply with the policy, and
    4. Understands FBCSO is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
    5. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.
    6. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.
    7. The Executive Committee shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

    Section VII. Periodic Reviews

    To ensure FBCSO operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
    1. Whether compensation arrangements and benefits are reasonable, based on
    • competent survey information (if reasonably available), and the result of arm’s
    • length bargaining.
    2. Whether partnerships, joint ventures, and arrangements with management
    • organizations, if any, conform to FBCSO’s written policies, are properly
    • recorded, reflect reasonable investment or payments for goods and services,
    • further charitable purposes and do not result in inurement or impermissible
    • private benefit or in an excess benefit transaction.

    Section VIII. Use of Outside Experts

    When conducting the periodic reviews as provided for in Section VII, FBCSO may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
    The End
    Initial Conflict of Interest policy adopted April 17, 2012 by Revised Official Board: Rev. Richardson, Doug Rogers, Roger Dennis, Clearance Drakes, Madeline Brown, Jerri Drakes. Voted on by the church body during the following General Church Meeting.
    Section IX. Annual Statement

    Elder/Director and Officer Annual Conflict of Interest Statement
    1. Name: ____________________________________ Date: ____________________
    2. Position: ____________________________ (Elder/Director/Officer)

    Are you a voting Director? Yes or No (please circle one).

    Are you an Officer? Yes or No

    If you are an Officer, which Officer position do you hold: (Chair, Co-chair, Chaplain, Secretary, Treasure) ______________________________________.

    3. I affirm the following:
    I have received a copy of the FBCSO Conflict of Interest Policy. _________ (initial) I have read and understand the policy. _________ (initial) I agree to comply with the policy. _________ (initial) I understand that FBCSO is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of tax-exempt purposes. _________ (initial).

    4. Disclosures:
    •  Do you have a financial interest (current or potential), including a compensation arrangement, as defined in the Conflict of Interest policy with FBCSO? Yes No
    1. If yes, please describe it: ____________________________________________
    2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes or No
    •  In the past, have you had a financial interest, including a compensation arrangement, as defined in the Conflict of Interest policy with FBCSO? Yes No
    1. If yes, please describe it, including when (approximately): ____________________
    2. If yes, has the financial interest been disclosed, as provided in the Conflict of Interest policy? Yes or No

    5. Are you an independent director, as defined in the Conflict of Interest policy? Yes or No
    •  If you are not independent, why? ______________________________________

    Signature of director: ______________________________ Date: ________________
    Date of Review by Executive Committee: ________________ (for executive committee use only).


    Upon the dissolution of the First Baptist Church of South Orange, the Corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government for a public purpose.


    Section 1. Constitution Revision
    All former rules of order and by-laws governing this body shall become null and void on the adoption of these as herein stated.
    These Bylaws and Constitution were approved at a meeting of the general church body of First Baptist Church of South Orange, New Jersey on April 26, 2011.
    Constitution Committee members: Doug Rogers, Clearance Drakes, Jerri Drakes, David Clement, Rev. Terry Richardson
    1. This policy is based on the IRS model Conflict of Interest policy, which is an attachment to Form 1023. It adds information needed to allow FBCSO to assess director independence in order to answer questions on Form 990.